The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. | |||||||||||||||||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D Notice of Exempt Offering of Securities |
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1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
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0001823148 |
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Name of Issuer | |||||||||||||||
Macquarie Asia-Pacific Infrastructure Fund 3 LP | |||||||||||||||
Jurisdiction of Incorporation/Organization | |||||||||||||||
SINGAPORE | |||||||||||||||
Year of Incorporation/Organization | |||||||||||||||
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2. Principal Place of Business and Contact Information
Name of Issuer | |||
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Macquarie Asia-Pacific Infrastructure Fund 3 LP | |||
Street Address 1 | Street Address 2 | ||
9 STRAITS VIEW | #21-07 MARINA ONE WEST TOWER | ||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
SINGAPORE | SINGAPORE | 018937 | 65 6601 0888 |
3. Related Persons
Last Name | First Name | Middle Name |
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Macquarie Asia-Pacific Infrastructure Management 3 Pte. Ltd. | N/A | |
Street Address 1 | Street Address 2 | |
9 Straits View | #21-07 Marina One West Tower | |
City | State/Province/Country | ZIP/PostalCode |
Singapore | SINGAPORE | 018937 |
Relationship: | Executive Officer | Director | X | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Baldwin | David | Andrew |
Street Address 1 | Street Address 2 | |
9 Straits View | #21-07 Marina One West Tower | |
City | State/Province/Country | ZIP/PostalCode |
Singapore | SINGAPORE | 018937 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Lim | Verena | |
Street Address 1 | Street Address 2 | |
9 Straits View | #21-07 Marina One West Tower | |
City | State/Province/Country | ZIP/PostalCode |
Singapore | SINGAPORE | 018937 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Low | Christopher | Eu Sun |
Street Address 1 | Street Address 2 | |
9 Straits View | #21-07 Marina One West Tower | |
City | State/Province/Country | ZIP/PostalCode |
Singapore | SINGAPORE | 018937 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
4. Industry Group
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5. Issuer Size
Revenue Range | OR | Aggregate Net Asset Value Range | ||
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No Revenues | No Aggregate Net Asset Value | |||
$1 - $1,000,000 | $1 - $5,000,000 | |||
$1,000,001 - $5,000,000 | $5,000,001 - $25,000,000 | |||
$5,000,001 - $25,000,000 | $25,000,001 - $50,000,000 | |||
$25,000,001 - $100,000,000 | $50,000,001 - $100,000,000 | |||
Over $100,000,000 | Over $100,000,000 | |||
X | Decline to Disclose | Decline to Disclose | ||
Not Applicable | Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
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7. Type of Filing
New Notice | Date of First Sale | X | First Sale Yet to Occur | |||||
X | Amendment |
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? |
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9. Type(s) of Securities Offered (select all that apply)
Equity | X | Pooled Investment Fund Interests | |
Debt | Tenant-in-Common Securities | ||
Option, Warrant or Other Right to Acquire Another Security | Mineral Property Securities | ||
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security | Other (describe) | ||
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor | $0 | USD |
12. Sales Compensation
Recipient |
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Delaware Distributors, L.P. | 14232 | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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2005 Market Street | 9th Floor | ||||||
City | State/Province/Country | ZIP/Postal Code | |||||
Philadelphia | PENNSYLVANIA | 19103 | |||||
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Recipient |
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Macquarie Infrastructure and Real Assets (Sales) Canada Ltd. | None | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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181 Bay Street | Suite 3100 | ||||||
City | State/Province/Country | ZIP/Postal Code | |||||
Toronto | ONTARIO, CANADA | M5J 2T3 | |||||
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Recipient |
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Macquarie Infrastructure and Real Assets (Europe) Ltd. | None | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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Ropemaker Place | 28 Ropemaker Street | ||||||
City | State/Province/Country | ZIP/Postal Code | |||||
London | UNITED KINGDOM | EL2Y 9HD | |||||
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Recipient |
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Macquarie Funds Management Hong Kong Limited | None | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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Level 18, One International Finance Ctr | 1 Harbour View Street | ||||||
City | State/Province/Country | ZIP/Postal Code | |||||
Central | HONG KONG | - | |||||
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Recipient |
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Macquarie Securities Korea Limited | None | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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17th Floor, Unit A, Centropolis | |||||||
City | State/Province/Country | ZIP/Postal Code | |||||
Seoul | KOREA, REPUBLIC OF | 03161 | |||||
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Recipient |
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Macquarie Fund Advisers Pty Ltd. | None | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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50 Martin Place, Level 6 | |||||||
City | State/Province/Country | ZIP/Postal Code | |||||
Sydney | AUSTRALIA | NSW 2000 | |||||
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13. Offering and Sales Amounts
Total Offering Amount | USD |
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Total Amount Sold | $3,264,700 | USD | ||||
Total Remaining to be Sold | USD |
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Clarification of Response (if Necessary):
Total Amount Sold and number of investors below represent total commitments and investors as of the most recent closing period including parallel vehicles.14. Investors
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. | |||
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: |
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15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions | $0 | USD |
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Finders' Fees | $0 | USD |
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Clarification of Response (if Necessary):
The recipients of sales compensation in item 12 are compensated based on time spent plus a fixed percentage mark-up of the cost of such time.16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$0 | USD |
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Clarification of Response (if Necessary):
The general partner is entitled to a performance allocation. The investment manager is also entitled to a management fee. The performance allocation and management fee are fully discussed in the Issuer's confidential offering materials.Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is: |
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Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer | Signature | Name of Signer | Title | Date |
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Macquarie Asia-Pacific Infrastructure Fund 3 LP | /s/ Verena Lim | Verena Lim | Director of the General Partner of the Issuer | 2021-11-22 |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.